Fortior Technology (01304) signed a Share Purchase Agreement on 30 September 2026 to acquire 100% of Netherlands-headquartered Sciosense B.V. and assume related shareholder loans, in a deal valued at up to USD118.00 million. The move is classified as a major transaction under Hong Kong Listing Rule Chapter 14 and is subject to shareholder approval at an upcoming EGM.

The purchase price comprises two components:

• Share Consideration of up to USD95.78 million, including a fixed USD60.78 million payable at closing and performance-linked earn-outs of up to USD12.00 million (FY 2026 revenue test) and up to USD23.00 million (aggregated FY 2026-2028 revenue test).

• Debt Consideration of USD22.22 million, equal to the principal and accrued interest on Sciosense’s shareholder loans.

Payment of the first tranche (USD60.78 million minus insurance costs) plus the debt amount, totalling USD82.51 million, will be placed in escrow and released one business day after closing. The two earn-out tranches will be settled between 2027 and 2029, subject to revenue thresholds confirmed by jointly appointed auditors.

The consideration was benchmarked against an independent valuation that assigned Sciosense an equity value of USD95.93 million (EUR84.19 million) using an adjusted EV/Sales multiple of 4.22x and applying a 35% discount for lack of marketability.

Sciosense develops flow, gas, temperature/humidity and pressure sensor ICs for automotive, industrial, building-automation and consumer markets. Audited consolidated revenue reached EUR31.92 million in FY 2025 and EUR16.54 million in 1H 2026, while net losses narrowed to EUR0.95 million before tax in 1H 2026. As at 30 June 2026, total assets stood at EUR27.90 million and net assets at EUR8.42 million.

Fortior Technology plans to fund the deal with HKD740.20 million of unused IPO proceeds earmarked for strategic investments, supplemented by internal resources. Upon completion, Sciosense will become an indirect wholly owned subsidiary and its results will be fully consolidated.

Management expects the acquisition to create technology and market synergies, enabling Fortior to expand from motor-control ICs into an integrated “sensing–decision–execution” product suite and to leverage Sciosense’s established overseas sales network.

The transaction requires multiple regulatory approvals, including overseas investment filings in China and potential antitrust clearances in several jurisdictions. Closing must occur within ten months of signing unless extended by mutual agreement.

A circular with detailed financial and pro forma information is scheduled for dispatch to shareholders on or before 5 November 2026. Investors are advised that the acquisition remains conditional and may not proceed.